Deal: Herbert Smith Freehills’ M&A and intellectual property teams have advised Seven West Media on sale of its magazine business to Bauer Media.

Value: $40 million.

Area: M&A, intellectual property, competition.

Key players: The Herbert Smith Freehills team was led by partners Kristin Stammer, Rebecca Maslen-Stannage, and Malika Chandrasegaran, and senior associate Mia Harrison-Kelf. 

The team was supported by special counsel Amalia Stone who advised on intellectual property, senior associate Kirk Boladeras who assisted in transitional services arrangements, and partner Leon Chung.

Seven West Media’s legal team was led by Bruce McWilliam, Veronique Maury, and Rebecca Barnett. 

Clayton Utz advised Seven West Media on the competition law aspects and ACCC approval for the transaction. 

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Clayton Utz’s team was led by Linda Evans, Stephanie Panayi, and Carolyn Harris.

MinterEllison advised Bauer Media on the acquisition, and Johnson Winter Slattery advised Bauer Media on competition law aspects.

The JWS team was led by partner Sar Katdare with support from special counsel Andrew Willekes.

Deal significance: Pacific Magazines sold its magazine business to Bauer Media for $40 million cash consideration, pre-adjustments and leave provisions. 

Clayton Utz and JWS cleared the competition aspects of this transaction, helping the publisher overcome competition concerns from the ACCC and its preliminary view to block the transaction.

The deal also includes $6.6 million in advertising over three years in Bauer publications. 

Seven West Media commercial director Mr McWilliam said, “The SWM, Herbert Smith Freehills, and Clayton Utz teams all worked very well together, as always.”

“It was great having the HSF team, who [has] advised Pacific Magazines for over 15 years and [was] very familiar with the target’s business, including in-depth knowledge of the licence agreements from the international licensors”.

SWM and Bauer Media have also entered into commercial arrangements to mutually benefit both parties, including advertising spend commitments, the ongoing production of the Better Homes and Gardens television program, and the sharing of lifestyle content. The transaction completed on 1 May 2020. 

SWM will also receive $6.6 million in advertising on Bauer Media publications over three years.

Pacific Magazines produces a number of well-known magazines including Better Homes & Gardens, Marie Claire, Australian Home Beautiful, Men’s Health, Women’s Health, WHO, and New Idea.

Herbert Smith Freehills Ms Stammer said, “It was great to work with the Seven West Media team on this transaction. ”

“Content in the media sector is continually evolving, and it was interesting to see SWM and Bauer Media work together to maximise value for both parties in the sale agreement and ongoing commercial arrangements. SWM is a longstanding client of our firm.

“We all very much enjoy working with the SWM team to achieve their strategies.”